Earl has been employed by Flash Co, for the past 20 years. During that time he has also invested in the company in the form of shares and debentures. Earl owns 5,000 ordinary shares in Flash Co. The shares are of $1 nominal value and are paid up to the extent of 75%. The debentures, to the value of $5,000, are secured by a fixed charge against the land on which Flash Co’s factory is built. In April it was announced that Flash Co was going into immediate insolvent liquidation, owing considerable amounts of money to trade creditors (trade payables). As a result of the suddenness of the decision to liquidate the company, none of the employees received their last month’s wages. In Earl’s case this amounted to $2,000. Required: Advise Earl as to his rights and liabilities in relation to Flash Co in regard to:
(b) his shareholding; (3 marks)
参考答案：
Earl’s partly paid up shareholding The nominal value of a share normally fixes the amount which the shareholder is required to contribute to the assets of the company. Section A(B) of the Companies Act AIHE provides that members’ liability is limited to the amount (if any) remaining unpaid on their shares. Shareholders must pay at least the full nominal value of any shares issued to them (i.e. shares must not be issued at a discount s.A00). Where, however, the company issues shares at a premium, i.e. at more than the nominal value of the shares, as is quite common, then the holders of those shares will be liable to pay the amount owed, over and above the nominal value. The excess will still form part of the company’s capital but will be included in a distinct share premium account (s.AC0) and may only be used for limited purposes. Applying these rules, it can be seen that Earl has only paid GE cents per $A nominal share. Consequently he is liable to contribute the amount remaining unpaid per share, i.e. a maximum of BE cents per share ($A,BE0 in total), to the assets of the company if such payment is necessary to satisfy the outstanding debts of Flash Co upon its winding up.